Bialecki Andrew 4

What Happened

• Andrew Bialecki, CEO of Klaviyo (KVYO), converted 167,926 shares of Series B common into Series A common and immediately sold those 167,926 shares in open‑market transactions on January 20, 2026. The sales generated total proceeds of about $4,056,400 (167,130 shares at a weighted average $24.16 = $4,037,861; 796 shares at a weighted average $23.29 = $18,539). The conversion itself was recorded as a derivative conversion with no cash consideration.

Key Details

• Transaction date: January 20, 2026; Form 4 filed January 22, 2026 (appears timely).
• Sales: 167,130 shares sold at a weighted avg $24.16 (prices ranged $23.48–$24.46); 796 shares sold at a weighted avg $23.29 (prices ranged $23.15–$23.46).
• Total proceeds: approximately $4,056,400.
• Conversion: 167,926 Series B shares converted into Series A (coded as derivative conversion, $0 cash consideration).
• Plan: Transactions were effected pursuant to a Rule 10b5‑1 trading plan adopted May 20, 2025 (footnote F1).
• Trust holdings: Filing notes shares held in several 2023 trusts (F5–F7) for which Bialecki or family members serve as trustees; he disclaims beneficial ownership except to the extent of any pecuniary interest.
• Filing notes: weighted‑average price disclosures include ranges and the filer offers to provide per‑price quantities on request (F3, F4).

Context

• This was a sale of shares (not a purchase), and the filing indicates the trades were made under a pre‑arranged 10b5‑1 plan—often used to avoid timing issues around insider information. The conversion from Series B to Series A is a routine corporate mechanics step (1:1 convertible per the charter) followed by immediate sale; the conversion shows no cash received. The filing does not specify Bialecki’s remaining beneficial ownership after these transactions.